GOPHER PROTOCOL INC. (OTCMKTS:GOPH) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On April 2, 2018 ( “Closing Date”), Gopher Protocol Inc. (the “Company”) entered into and closed an Asset Purchase Agreement (the “Electronic Purchase Agreement”) with Electronic Check Services Inc. (“Electronic Check”), a Missouri corporation, to which the Company purchased certain assets from Electronic Check, including, but not limited to, assets associated with software that validates written check authenticity, in consideration of $75,000 paid on the Closing Date. In addition, the Company issued 250,000 shares of common stock of the Company (the “Electronic Shares”) and warrants to purchase 250,000 shares of common stock (the “Electronic Warrants”). The Electronic Warrants were assigned by Electronic Check to Dennis Winfrey, the shareholder of Electronic Check. The Electronic Warrants are exercisable for a period of five years at a fixed exercise price of $2.70 per share and contain standard anti-dilution protection.
On April 2, 2018, the Company entered into and closed an Asset Purchase Agreement (the “Central Purchase Agreement”) with Central State Legal Services Inc. (“Central”), a Missouri corporation, to which the Company purchased certain assets from Central, including, but not limited to, assets associated with the a system to recover funds from returned checks, in consideration of $25,000 paid on the Closing Date. Derron Winfrey, the COO of the Company, is a director and President of Electronic Check and Central. Derron Winfrey’s parents are the shareholders of Check and Central.
On the Closing Date, the Company and J.I.L. Venture LLC (“JIL Venture”), a non-related party, which assisted structuring and negotiating the ECS Purchase Agreement and related asset purchase, entered a Consulting Agreement dated April 2, 2018. In consideration for the services, the Company issued JIL Venture 250,000 shares of common stock and warrants to purchase 250,000 shares of common stock exercisable for a term of five years at an exercise price of $2.70 per share.
The shares of common stock and the warrants were issued to exemptions from registration provided by Section4(a)(2) and/or Regulation D of the 1933 Securities Act, as amended. No advertising or general solicitation was employed in offering the securities. The offer and sale was made to an accredited investor and transfer of the common stock issued was restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.
The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K.Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.
| Item 9.01 | Financial Statements and Exhibits |
(a) Financial Statements
Audited Financial Statements for Electronic Check Services Inc. for the years ended December 31, 2017 and December 31, 2016 (to be filed by amendment)
Audited Financial Statements for Central State Legal Services Inc. for the years ended December 31, 2017 and December 31, 2016 (to be filed by amendment)
(b) Pro-Forma Financial Information
Pro Forma Financial Information (to be filed by amendment)
(d) List of Exhibits
Gopher Protocol Inc. ExhibitEX-4.1 2 s109575_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 GOPHER PROTOCOL INC. STOCK WARRANT AGREEMENT April 2,…To view the full exhibit click here
About GOPHER PROTOCOL INC. (OTCMKTS:GOPH)
Gopher Protocol, Inc. (Gopher), formerly Forex International Trading Corp., is in the process of developing a real-time, heuristic-based, mobile technology. Upon development, the technology will consist of a smart microchip, mobile application software and supporting software that run on a server. The Company applied this technology into an electronic circuit, including a microchip that is within a sticky patch package (the Patch). The Patch can be affixed to any object, mobile or static, which will enable the object to which it is affixed to be tracked remotely. The Patch will also perform an emergency feature. The Patch also alerts the user’s friends and family about the user’s location. The Company also developed Gopher Epsilon Software, which is an internal platform that has been developed as a designated tool for the mobile industry to improve signoff Reliability Verification (RV) with Accurate and Precise Interactive Error Detection and Correction.
